Vivid Seats Announces Termination of Tax Receivable Agreement and Elimination of Dual-Class Stock Structure

Core Insights - Vivid Seats Inc. has entered into a Corporate Simplification Agreement aimed at streamlining its organizational structure, which includes eliminating its dual-class structure and terminating its Tax Receivable Agreement (TRA) [1][2][3] Financial Impact - The agreement will eliminate $6 million in cash payments due in Q1 2026 under the TRA and future distributions to redeemable noncontrolling interests [2] - Vivid Seats anticipates up to $180 million in lifetime savings from the TRA termination, retaining 100% of realized tax savings that would have otherwise been payable to former TRA parties [2] - The company expects to reduce its annual cash tax payments to approximately $3 million, primarily due to taxable income generated in foreign jurisdictions [2] Operational Efficiency - The simplification of the corporate structure is expected to yield approximately $1 million in annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure [2][3] - The former TRA parties will exchange all outstanding shares of Class B common stock for Class A common stock on a one-for-one basis, resulting in approximately 10.7 million shares of Class A common stock outstanding [3] Governance - A special committee of Vivid Seats' Board of Directors, composed solely of independent directors, approved the Corporate Simplification Agreement [4]